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Liniv.of  ill.  Library 
51 

J/SJ? 


AMERICAN  GAS  AND  ELECTRIC  COMPANY 

AND 

THE  NORTHERN  TRUST  COMPANY 


Scjreement 

Dated  March  1,  1918 


THREE-YEAR  SIX  PER  CENT.  CONVERTIBLE 
SECURED  GOLD  NOTES 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/americangaselectOOamer 


AN  AGREEMENT,  made  as  of  the  first  day  of 
March,  A.  D.  1918,  between  American  Gas  and  Electric 
Company,  a corporation  duly  incorporated  and  existing 
under  and  by  virtue  of  the  laws  of  the  State  of  New  York, 
hereinafter  sometimes  called  the  Company,  party  of  the 
first  part,  and  The  Northern  Trust  Company,  a cor- 
poration duly  incorporated  and  existing  under  and  by 
virtue  of  the  laws  of  the  State  of  Illinois,  as  Trustee, 
hereinafter  sometimes  called  the  Trustee,  party  of  the 
second  part. 

Whereas,  the  Company  has  determined  to  make 
an  issue  of  notes  to  be  known  as  its  Three  Year 
Six  Per  Cent.  Convertible  Secured  Gold  Notes 
to  an  amount  not  to  exceed  in  the  aggregate 
Three  Million  Five  hundred  thousand  Dollars  ($3,500,- 
000),  principal  amount,  at  any  one  time  outstand- 
ing, in  denominations  of  $1,000,  dated  as  of  March 
1,  1918,  to  mature  March  1,  1921 ; all  of  said  notes  to  be 
payable  at  the  office  of  the  Trustee  in  the  City  of  Chi- 
cago, or  at  the  office  or  agency  of  the  Company,  in  the 
Borough  of  Manhattan,  City  of  New  York,  in  gold  coin 
of  the  United  States  of  America  of  or  equal  to  the  pres- 
ent standard  of  weight  and  fineness,  with  interest  at  the 
rate  of  six  per  centum  (G%)  per  annum  from  the  first 
day  of  March,  1918,  payable  semi-annually  in  like  gold 
coin  on  the  first  days  of  September  and  March  until 
the  maturity  of  said  notes,  at  the  office  of  the  Trustee 
in  the  City  of  Chicago,  or  at  the  office  or  agency  of  the 
Company  in  the  Borough  of  Manhattan,  City  of  New 
York,  but  only  upon  presentation  and  surrender,  as  they 
shall  severally  mature,  of  the  interest  coupons  to  be 
thereto  annexed;  and 


2 


Whereas,  the  Company  has  determined  to  secure  the 
payment  of  the  principal  and  interest  of  said  notes  by 
executing  this  agreement  and  assigning  and  pledging  to 
The  Northern  Trust  Company  as  Trustee,  First  Mort- 
gage Thirty-Year  Five  Per  Cent.  Gold  Bonds  of  Indiana 
General  Service  Company,  due  January  1,  1948,  subject’ 
to  the  trusts  and  obligations  in  this  agreement  con- 
tained; and 

Whereas,  the  said  notes  and  coupons  pertaining 
thereto,  the  form  of  registration  and  the  Trustee’s  cer- 
tificate on  said  notes  shall  be  in  substantially  the  follow- 
ing forms: 

[form  of  note.] 

UNITED  STATES  OF  AMERICA 

AMERICAN  GAS  AND  ELECTRIC  COMPANY 
Three  Year  Six  Per  Cent.  Convertible  Secured  Gold 
Note. 

No $1,000. 

American  Gas  and  Electric  Company  (hereinafter 
termed  the  Company),  a corporation  duly  incorporated 
under  the  laws  of  the  State  of  New  York,  for  value  re- 
ceived, promises  to  pay  to  the  bearer,  or,  if  this  note 
is  registered,  to  the  registered  holder  hereof,  on  the  first 
day  of  March,  1921,  One  Thousand  Dollars  ($1,000) 
in  gold  coin  of  the  United  States  of  America  of  or  equal 
to  the  present  standard  of  weight  and  fineness ; and  to  pay 
interest  on  said  sum  from  the  first  day  of  March,  1918, 
at  the  rate  of  6 per  centum  (6%)  per  annum,  payable  in 
like  gold  coin,  semi-annually  on  the  first  days  of  Septem- 
ber and  March,  in  each  year,  in  accordance  with  and 
upon  the  presentation  and  surrender  of  the  interest 
coupons  hereto  annexed  as  they  respectively  become  due. 
All  payments  upon  this  note,  both  of  principal  and  in- 
terest, shall  be  made  at  the  office  in  the  City  of  Chicago 
of  the  Trustee  hereinafter  mentioned  or  at  the  office  or 


3 


agency  of  the  Company,  in  the  Borough  of  Manhattan, 
City  of  New  York,  and  in  each  instance  without  deduc- 
tion for  any  taxes,  assessments,  or  governmental  charges 
whicli  the  Company,  or  the  Trustee  hereinafter  men- 
tioned, may  be  required  to  pay  or  to  retain  therefrom 
under  any  present  or  future  law  of  the  United  States  or 
of  any  state,  county,  municipality  or  other  taxing  author- 
ity therein,  except  inheritance,  succession,  and/or  in- 
come taxes,  the  Company  hereby  agreeing  to  pay,  except 
as  aforesaid,  all  such  tax  or  taxes. 

This  note  is  one  of  an  issue  of  notes  of  the  Company 
known  as  its  Three-Year  Six  Per  Cent.  Convertible 
Secured  Gold  Notes,  limited  to  the  principal  amount  of 
$3,500,000  at  any  one  time  outstanding,  all  of  which  are 
issued  under  and  equally  secured  by  an  agreement  of 
assignment  and  pledge  executed  by  the  Company  to  The 
Northern  Trust  Company,  as  Trustee,  dated  as  of 
March  1,  1918,  to  which  agreement  reference  is  hereby 
made  for  a description  of  the  property  pledged,  the 
nature  and  extent  of  the  security  and  the  terms  and 
conditions  upon  which  the  notes  may  be  issued  and  are 
secured. 

In  case  an  event  of  default  as  defined  in  said  agree- 
ment shall  occur,  the  principal  of  the  notes  of  said  issue 
may  become  or  be  declared  due  or  payable  in  the  manner 
and  with  the  effect  provided  in  said  agreement. 

As  is  more  fully  provided  in  said  agreement,  this  note 
with  others  aggregating  at  least  $500,000  in  principal 
amount  may  be  called  and  redeemed  at  100%%  of  its 
principal  amount  and  interest  at  any  time  prior  to 
maturity,  upon  previous  notice  published  at  least  once 
a week  for  six  consecutive  calendar  weeks. 

This  note  is  convertible  at  the  holder’s:  option  upon 
surrender  of  the  same,  with  all  unmatured  coupons  at- 
tached, to  the  Company  at  its  office  in  the  Borough  of 
Manhattan,  City  of  New  York,  at  any  time  before 
maturity  unless  called  for  redemption,  and,  if  called  for 
redemption,  at  any  time  not  less  than  ten  days  prior  to 
the  redemption  date,  into  First  Mortgage  Thirty- Year 
Five  Per  Cent.  Gold  Bonds  of  Indiana  General  Service 
Company  issued  under  the  mortgage  from  said  Indiana 


4 


General  Service  Company  to  Guaranty  Trust  Com- 
pany of  New  York  and  William  C.  Cox  as  Trustees, 
dated  January  2,  1918,  at  the  following  rates,  viz  , from 
March  1,  1918,  to  March  1,  1919,  at  the  rate  of  $1,000  in 
notes  for  eacli  $1,159  of  bonds;  from  March  1,  1919,  to 
March  1,  1920,  at  the  rate  of  $1,000  in  notes  for  each 
$1,137  of  bonds;  and  from  March  1,  1920,  to  March  1, 
1921,  at  the  rate  of  $1,000  in  notes  for  each  $1,114  of 
bonds;  with  adjustment  of  interest;  all  in  accordance 
with  provisions  contained  in  said  agreement. 

This  note  shall  pass  by  delivery  unless  registered  in 
the  name  of  the  owner  at  the  Company’s  registration 
agency  in  the  Borough  of  Manhattan,  City  of  New  Yrork, 
and  such  registration  is  noted  hereon.  After  such  regis- 
tration no  transfer  shall  be  valid  unless  made  on  the 
registration  books  of  the  Company  by  the  registered 
owner  in  person  or  by  attorney  duly  authorized  in  writ- 
ing and  similarly  noted  hereon.  But  such  note  may  be 
discharged  from  registration  by  transfer  to  bearer  made 
on  such  books  and  noted  hereon,  and  thereafter  shall  be 
transferable  by  delivery,  but  may  be  again  from  time 
to  time  registered  or  transferred  to  bearer  as  before. 
Such  registration,  however,  shall  not  affect  the  negotia- 
bility of  the  coupons  which  shall  always  be  transferable 
by  delivery  and  the  payment  thereof  to  bearer  shall  fully 
discharge  the  Company  in  respect  of  the  interest  therein 
mentioned,  whether  or  not  this  note  shall  have  been 
registered. 

No  recourse  shall  be  had  for  any  part  of  the  principal 
of  or  interest  on  this  note  against  any  incorporator,  or 
any  past,  present,  or  future  stockholder,  officer,  or 
director  of  the  Company,  either  directly  or  through  the 
Company,  by  virtue  of  any  statute  or  constitution,  or 
by  the  enforcement  of  any  assessment  or  otherwise,  any 
and  all  liability  of  each  incorporator,  stockholder,  officer 
and  director  of  the  Company  being  by  the  acceptance 
hereof,  and  as  part  of  the  consideration  for  the  issuance 
hereof,  expressly  released. 

This  note  shall  not  be  valid  or  become  obligatory  for 
any  purpose  until  and  unless  authenticated  by  the  cer- 
tificate of  the  Trustee  under  said  agreement,  hereoD 
endorsed. 


In  Witness  Whereof,  American  Gas  and  Electric 
Company  has  caused  these  presents  to  be  signed  by  its 
president  or  one  of  its  vice-presidents,  and  its  corporate 
seal  to  be  hereunto  affixed,  attested  by  its  secretary  or  one 
of  its  assistant  secretaries,  and  has  c.aused  the  attached 
interest  coupons  to  be  authenticated  by  the  fac-simile 
signature  of  its  treasurer  or  an  assistant  treasurer  as  of 
the  first  day  of  March,  1918. 

American  Gas  and  Electric  Company, 

By 

Attest : Vice-President. 


Assistant  Secretary. 

[form  of  coupon.] 

$30.00  No 

On  the  first  day  of  , 19  , 

American  Gas  and  Electric  Company  will  pay  to  the 
hearer  at  the  office  of  The  Northern  Trust  Company  in 
the  City  of  Chicago,  or  at  the  office  or  agency  of  the  Com- 
pany in  the  Borough  of  Manhattan,  City  of  New  York, 
unless  the  note  mentioned  below  shall  have  been  called 
for  previous  redemption,  Thirty  Dollars  ($30.00)  in 
United  States  gold  coin  of  the  weight  and  fineness  exist- 
ing March  1,  1918,  without  deduction  for  taxes  except 
inheritance,  succession  and/or  income  taxes,  being  six 
months’  interest  then  due  on  its  Three-Year  Six  Per  Cent. 
Convertible  Secured  Gold  Note  No 


Treasurer. 

[form  of  trustee’s  certificate.] 

This  is  one  of  the  issue  of  notes  referred  to  in  the 
within  mentioned  agreement  of  assignment  and  pledge. 

The  Northern  Trust  Company, 

Trustee. 


By 


Assistant  Secretary. 


6 


[FORM  OF  REGISTRATION.] 

Notice. — No  writing  on  this  note  except  by  an  officer 
or  agent  of  the  Registrar. 


DATE  OF  REGISTRY 


IN  WHOSE  NAME  REGISTERED 


REGISTRAR 


and 

Whereas,  all  proceedings  and  things  necessary  and 
required  by  law  and  the  by-laws  of  the  Company  to 
make  said  notes,  when  signed  and  sealed  and  issued  by 
the  Company  and  authenticated  by  the  Trustee,  the 
valid,  binding,  and  legal  obligations  of  the  Company, 
and  to  constitute  and  make  these  presents  a valid  and 
effective  agreement  of  assignment  and  pledge,  have  been 
done  and  taken  and  have  happened,  and  the  execution 
and  issue  of  said  notes  and  the  execution  and  acknowledg- 
ment of  these  presents  have  in  all  respects  been  duly 
authorized  by  the  Company : 

Now,  Therefore,  This  Agreement  Witnesseth,  that 
in  order  to  secure  the  payment  of  the  principal  and  in- 
terest of  all  notes  at  any  time  issued  and  outstanding 
under  this  agreement  according  to  their  tenor  and  effect, 
and  to  declare  the  terms  and  conditions  upon  which  said 
notes  are  issued,  received,  and  held,  the  Company  in 
consideration  of  the  premises  and  of  the  purchase  and 
acceptance  of  said  notes  by  the  holders  thereof,  and  of  the 
sum  of  One  Hundred  Dollars  ($100),  lawful  money  of 


7 


the  United  States  of  America,  to  it  duly  paid  by  the 
Trustee  at  or  upon  the  ensealing  and  delivery  of  these 
presents,  the  receipt  whereof  is  hereby  acknowledged, 
has  executed  and  delivered  these  presents  and  has  bar- 
gained, sold,  assigned,  transferred,  pledged,  and  set  over, 
and  by  these  presents  does  bargain,  sell,  assign,  transfer, 
pledge  and  set  over  unto  the  Trustee,  its  successors  and 
assigns,  all  and  singular  the  following,  to  wit : 

(а)  $2,048,500,  principal  amount  of  Indiana 
General  Service  Company  First  Mortgage  Thirty- 
Year  Five  Per  Cent.  Gold  Bonds,  due  January  1, 
1948,  in  bearer  form,  bearing  interest  from  January 
1,  1918,  secured  by  the  Indiana  General  Service 
Company’s  First  Mortgage  to  Guaranty  Trust 
Company  of  New  York,  and  William  C.  Cox,  as 
Trustees,  bearing  date  the  second  day  of  January, 
1918; 

(б)  All  additional  Indiana  General  Service 
Company  First  Mortgage  Thirty- Year  Five  Per 
Cent.  Gold  Bonds,  with  all  unmatured  coupons 
attached  which  may  hereafter  be  deposited  here- 
under under  the  provisions  hereof  by  the  Company 
with  the  Trustee. 

To  Have  and  to  Hold  all  and  singular  the  said  securi- 
ties unto  said  Trustee,  its  successors  and  assigns,  for- 
ever: 

But  in  Trust,  Nevertheless,  in  accordance  with  the 
provisions  hereof  for  the  equal  and  proportionate  benefit 
and  security  of  all  the  holders  of  the  notes  and  coupons 
issued  hereunder  and  secured  by  this  agreement,  and  for 
the  enforcement  and  payment  of  said  notes  and  interest 
coupons  when  payable  according  to  their  tenor,  purport, 
and  effect,  and  to  secure  the  performance  and  observance 
of  and  compliance  with  the  covenants  and  conditions  of 
this  agreement,  without  preference,  priority,  or  distinc- 


8 


tion  as  to  lien  or  otherwise  of  one  note  over  any  other 
note  by  reason  of  priority  in  the  issue,  sale  or  negotiation 
thereof,  so  that  each  and  every  note  issued  as  aforesaid 
shall  have  the  same  right,  lien,  and  privilege  under  and 
by  virtue  of  this  agreement  and  so  that  the  principal  and 
interest  of  every  such  note  shall,  subject  to  the  terms 
hereof,  be  equally  and  proportionately  secured  hereby  as 
though  all  had  been  duly  issued,  sold  and  negotiated 
simultaneously  with  the  execution  and  delivery  of  this 
agreement. 

This  Agreement  Further  Witnesseth,  that  the 
Company  has  covenanted  and  agreed  and  hereby  does 
covenant  and  agree  with  the  Trustee,  and  with  the 
respective  holders  from  time  to  time  of  the  said  notes  and 
coupons,  as  follows,  to  wit : 

ARTICLE  ONE. 

Issue  and  Disposition  of  Notes. 

Section  1. — The  notes  to  be  issued  hereunder  and 
secured  hereby  and  the  interest  coupons  appertaining 
thereto  shall  be  substantially  of  the  tenor  and  purport 
above  recited.  The  said  notes  shall  be  known  as  Three 
Year  Six  Per  Cent,  Convertible  Secured  Gold  Notes.  The 
coupons  to  be  attached  to  such  notes  shall  be  authenti- 
cated by  a fac-simile  of  the  signature  of  the  treasurer  or 
an  assistant  treasurer  of  the  Company ; but  the  Company 
may  adopt  and  use  for  that  purpose  the  signature  of  any 
person  who  shall  have  been  such  treasurer  or  assistant 
treasurer  notwithstanding  the  fact  that  the  said  person 
may  have  ceased  to  be  such  treasurer  or  assistant  treas- 
urer at  the  time  when  such  notes  shall  be  actually  authen- 
ticated and  delivered.  The  aggregate  principal  amount  of 
all  the  notes  which  may  be  at  any  time  outstanding  under 
this  agreement  shall  not  exceed  Three  Million  Five  hun- 


9 


dred  thousand  Dollars  ($3,500,000) . The  notes  hereby 
secured  shall  be  dated  as  of  March  1,  1918.  Only 
such  notes  as  shall  bear  thereon  endorsed  a certificate 
substantially  in  the  form  hereinbefore  recited  and 
signed  by  the  Trustee  shall  be  secured  by  this  agreement 
or  entitled  to  any  lien,  right,  or  benefit  hereunder,  and 
such  certificate  of  the  Trustee  upon  any  note  executed 
by  the  Company  shall  be  conclusive  evidence  and  the 
only  evidence  required  that  the  note  so  authenticated  has 
been  duly  issued  hereunder  and  that  the  holder  is  en- 
titled to  the  benefit  of  the  trust  hereby  created. 

Section  2. — $1,430,000  in  aggregate  principal  amount 
of  said  notes  shall  be  forthwith  signed  by  the  Company 
and  presented  to  the  Trustee,  and  the  Trustee,  after  the 
deposit  hereunder  of  the  $2,048,500  principal  amount 
of  bonds  described  in  paragraph  (a)  of  the  granting 
clause  hereof,  shall  from  time  to  time  authenticate  and 
deliver  said  notes  to  or  upon  the  written  orders  of  the 
Company,  signed  by  its  president  or  a vice-president 
under  the  corporate  seal  of  tbe  Company,  attested  by 
its  secretary  or  an  assistant  secretary,  without  any 
further  action  on  the  part  of  the  Company,  and  such 
orders  shall  be  the  only  authority  required  by  the  Trustee 
in  authenticating  and  delivering  said  notes. 

Section  3. — Upon  deposit  and  pledge  hereunder  from 
time  to  time  with  the  Trustee  of  additional  Indiana  Gen- 
eral Service  Company  First  Mortgage  Thirty-Year  Five 
Per  Cent.  Gold  Bonds  due  January  1,  1948,  with  all 
then  unmatured  coupons  attached,  the  Trustee  shall,  at 
the  request  of  the  Company,  evidenced  by  a copy  of  a 
resolution  of  its  board  of  directors  duly  certified  by  its 
secretary  or  an  assistant  secretary,  authenticate  and  de- 
liver to  the  Company  or  upon  its  order  additional  notes 


10 


to  be  secured  hereby,  tbe  principal  amount  of  said  notes, 
however,  not  to  exceed  seventy  per  centum  (70%)  of  the 
principal  amount  of  such  additional  bonds  at  the  time 
deposited  and  pledged  under  the  terms  hereof.  When- 
ever notes  are  paid,  retired  or  cancelled  under  any  of 
the  provisions  of  this  agreement,  additional  notes  to  the 
same  principal  amount  may,  upon  the  request  of  the 
Company  evidenced  as  aforesaid,  be  authenticated  and 
delivered,  provided,  however,  that  the  aggregate  prin- 
cipal amount  of  notes  which  may  be  at  any  time  outstand- 
ing under  this  agreement  shall  not  exceed  Three  million 
five  hundred  thousand  dollars  ($3,500,000)  and  shall  not 
exceed  the  amount  of  cash  if  any  at  such  time  deposited 
with  the  Trustee  under  the  provisions  of  Section  4 of 
Article  One  or  Section  5 of  Article  Four  plus  seventy 
per  cent.  (70%)  of  the  aggregate  principal  amount  of 
the  bonds  at  such  time  pledged  as  collateral  hereunder. 

Section  4. — The  Trustee  shall  from  time  to  time,  upon 
the  written  order  of  the  Company,  signed  in  its  cor- 
porate name  by  its  president  or  a vice-president  under 
its  corporate  seal  attested  by  its  secretary  or  an  assistant 
secretary,  authenticate  and  deliver  to  the  Company  any 
of  the  notes  mentioned  in  Section  3 of  this  Article  One, 
upon  deposit  with  the  Trustee  by  the  Company  of  cash 
equal  to  the  amount  of  the  principal  of  the  notes  so 
ordered  to  be  authenticated  and  delivered.  Such  cash 
so  deposited  shall  be  held  by  the  Trustee  as  a part  of  the 
security  pledged  hereunder,  and  (so  long  as  any  of  such 
cash  shall  remain  in  the  possession  of  the  Trustee) 
whenever  the  Company  shall  have  complied  with  the  con- 
ditions precedent  to  the  issue  of  notes  under  the  provi- 
sions of  said  Section  3 of  this  Article  One,  and  shall  have 
thereby  become  entitled  to  the  authentication  and  de- 
livery of  notes  thereunder,  the  Trustee  shall  pay  over  to 


11 


or  upon  the  written  order  of  the  Company  signed  in  its 
corporate  name  by  its  president  or  a vice-president  under 
its  corporate  seal  attested  by  its  secretary  or  an  assistant 
secretary  a sum  in  cash  not  to  exceed  the  principal 
amount  of  the  notes  which  the  Company  shall  have  be- 
come entitled  to  have  authenticated;  provided,  however, 
that  the  aggregate  cash  on  deposit  with  the  Trustee  for 
any  of  the  notes  referred  to  and  covered  by  this  Section  4 
and  cash  on  deposit  with  the  Trustee  under  Section  5 of 
Article  Four  hereof  shall  not  at  any  one  time  exceed  One 
Million  Dollars  ($1,000,000)  ; and  provided,  further,  that 
until  all  of  the  cash  deposited  under  the  provisions  of 
this  Section  4 shall  have  been  paid  over,  no  additional 
notes  shall  be  authenticated  under  the  provisions  of  Sec- 
tion 3 of  this  Article  One.  All  sums  so  deposited  under 
the  provisions  of  this  Section  4 may  be  applied  to  the 
redemption  of  notes  under  the  provisions  of  Article  Five 
hereof  if  the  Company  shall  so  direct,  and  if  the  pledged 
bonds  shall  be  sold  under  the  power  of  sale  herein  pro- 
vided or  otherwise  for  the  enforcement  of  the  security 
hereby  created,  all  sums  then  remaining  on  deposit  under 
the  provisions  of  this  Section  4 shall  be  added  to  and 
dealt  with  as  if  they  were  part  of  the  proceeds  of  such 
sale. 

Section  5. — In  case  any  of  such  notes  shall  become 
mutilated  or  be  destroyed,  or  lost,  the  Company  may,  in 
its  discretion,  issue,  and  the  Trustee  shall  authenti- 
cate and  deliver,  a new  note  of  like  tenor,  date,  and 
amount,  bearing  the  same  number,  in  exchange  and 
substitution  for  and  upon  cancellation  of  the  mutilated 
note,  or  in  lieu  of  and  substitution  for  the  destroyed  or 
lost  note.  In  case  of  the  loss  or  destruction  of  any  note, 
satisfactory  proof  of  such  loss  or  destruction  and  satis- 
factory indemnity  shall  be  given  to  the  Company  and 


12 


to  the  Trustee  before  a new  note  shall  be  issued  in  its 
place. 


ARTICLE  TWO. 

Registration  of  Notes. 

Section  1. — The  Company  covenants  that  it  will  dur- 
ing the  term  of  this  agreement  of  assignment  and  pledge 
maintain  a registration  agency  in  the  Borough  of  Man- 
hattan, in  the  City  of  New  York  for  the  registration  as 
to  principal  and  transfer  of  the  notes  secured  hereby,  and 
the  registration  books  shall  at  all  reasonable  times  be 
open  to  the  Trustee. 

Section  2. — Each  of  the  notes  hereby  secured  shall 
pass  by  delivery,  unless  it  is  registered  in  the  owner’s 
name  by  an  officer  or  agent  of  the  registrar  of  the  Com- 
pany and  such  registration  is  noted  thereon.  As  to  all 
notes  so  registered,  the  person  in  whose  name  the  same 
shall  be  registered  shall,  for  all  the  purposes  hereof, 
be  deemed  and  regarded  as  the  absolute  owner  thereof, 
and  neither  the  Company  nor  the  Trustee  shall  be  af- 
fected by  any  notice  to  the  contrary,  and  after  the  reg- 
istration of  any  such  notes  payment  of  or  on  account  of 
the  principal  of  such  notes  shall  be  made  only  to  or 
upon  the  order  of  such  registered  owner.  All  such  pay- 
ments so  made  shall  be  valid  and  effectual  to  satisfy  and 
discharge  the  liability  upon  the  principal  of  such  note  to 
the  extent  of  the  sum  or  sums  so  paid.  The  bearer  of  any 
note  hereby  secured  which  shall  not  be  registered,  as 
hereinbefore  authorized,  and  the  holder  of  any  coupon  for 
interest  on  any  such  note,  whether  such  note  be  registered 
or  not,  shall,  for  all  the  purposes  hereof,  be  deemed  and 
regarded  as  the  absolute  owner  of  such  note  or  coupon, 
as  the  case  may  be  for  the  purpose  of  receiving  payment 
thereof,  for  the  purpose  of  the  conversion  privilege,  and 


13 


for  all  other  purposes,  and  neither  the  Company  nor  the 
Trustee  shall  be  affected  by  any  notice  to  the  contrary. 
No  transfer  of  any  note  so  registered,  as  aforesaid,  shall 
be  valid  unless  made  on  the  registration  books  by  the 
registered  owner  in  person,  or  by  attorney  duly  author- 
ized in  writing,  and  endorsed  on  the  note  by  an  officer  or 
agent  of  the  registrar  of  the  Company,  but  the  same  may 
be  discharged  from  registry  by  transfer  to  bearer,  after 
which  it  shall  be  transferable  by  delivery,  but  such  note 
may  again  and  from  time  to  time  be  registered  or  trans- 
ferred to  bearer  as  before.  Such  registration  shall  not, 
however,  affect  the  negotiability  of  the  coupons,  which 
shall  always  be  transferable  by  delivery. 


ARTICLE  THREE. 

Particular  Covenants  of  the  Company. 

Section  1.— The  Company  covenants  and  agrees 
with  the  Trustee,  and  with  the  holder  of  each  and  every 
of  the  notes  issued  hereunder,  that  it  will  duly  and 
punctually  pay  or  cause  to  be  paid  the  principal  of  said 
notes  and  the  interest  thereon  in  gold  coin  of  the  United 
States  of  America  of  or  equal  to  the  present  standard 
of  weight  and  fineness  at  the  times  and  places  and  in 
the  manner  mentioned  in  said  notes  or  in  the  coupons 
thereto  attached,  according  to  the  true  intent  and  mean- 
ing hereof,  without  deduction  from  either  principal  or 
interest  for  any  tax  or  taxes  which  the  Company  or  the 
Trustee  may  be  required  to  pay  thereon  or  retain  or  with- 
hold therefrom  under  any  present  or  future  law  of 
the  United  States,  or  of  any  state,  county,  municipality 
or  other  taxing  authority  therein  except  inheritance,  suc- 
cession and/or  income  taxes  the  Company  hereby  agree- 
ing to  pay  (except  as  aforesaid)  all  such  tax  or  taxes. 
Interest  on  said  notes  shall  be  payable  only  upon  presen- 


14 


tation  and  surrender  of  the  coupons  annexed  thereto,  as 
such  coupons  respectively  mature. 

Section  2. — The  Company,  from  time  to  time,  will 
pay  and  discharge  all  taxes,  assessments  or  govern- 
mental charges  lawfully  imposed  upon  the  securities 
pledged  hereunder  or  upon  the  interest  of  the  Trustee 
or  of  the  holder  of  any  of  the  notes  issued  hereunder  in 
respect  thereof;  but  nothing  contained  in  this  Section  2 
shall  require  the  Company  to  pay  such  taxes,  assessments 
or  charges  so  long  as  the  Company  in  good  faith  shall 
contest  the  validity  thereof. 

Section  3. — The  Company  covenants  that  the  First 
Mortgage  Thirty-Year  Five  Per  Cent.  Gold  Bonds  of 
Indiana  General  Service  Company  pledged  under  this 
agreement  at  the  time  of  the  authentication,  issue  and 
delivery  of  the  notes  referred  to  in  Section  2 of  Article 
One  hereof  have  been,  and  all  such,  bonds  to  be  hereafter 
deposited  hereunder  will  at  the  time  of  such  deposit  be, 
duly  and  validly  issued  by  Indiana  General  Service  Com- 
pany and  duly  authenticated,  issued  and  delivered  in 
pursuance  of  the  terms  of  the  First  Mortgage  dated 
January  2,  1918,  of  Indiana  General  Service  Company  to 
Guaranty  Trust  Company  of  New  York  and  AYilliam  C. 
Cox  as  Trustees;  that  said  mortgage  has  been  duly  and 
validly  authorized,  executed  and  delivered  by  Indiana 
General  Service  Company  and  constitutes  a valid 
security  according  to  its  terms  for  the  said  pledged  bonds 
and  for  all  the  other  bonds  issued  under  said  First  Mort- 
gage of  Indiana  General  Service  Company,  and  is  a valid 
lien  upon  the  properties  therein  described. 

Section  4. — In  order  to  prevent  any  accumulation 
after  maturity  of  coupons  or  claims  for  interest,  the 


15 


Company  covenants  and  agrees  that  it  will  not  directly 
or  indirectly  extend  or  assent  to  the  extension  of  the 
time  for  payment  of  any  coupon  or  claim  for  interest 
upon  any  of  said  notes;  and  it  will  not,  directly  or 
indirectly,  be  a party  to  or  approve  of  any  such  arrange- 
ment by  purchasing  or  refunding  such  coupons  or  claims 
for  interest  or  in  any  other  manner.  In  case  the  time 
for  payment  of  any  such  coupon  or  claim  for  interest  shall 
be  so  extended,  whether  or  not  such  extension  be  by  or 
with  the  consent  of  the  Company,  such  coupon  or  claim 
for  interest  shall  not  be  entitled  in  case  of  default  here- 
under to  the  benefit  or  security  of  this  agreement,  except 
subject  to  the  prior  payment  in  full  of  the  principal  of 
all  notes  issued  hereunder  then  outstanding,  and  of  all 
coupons  and  claims  for  interest  on  such  notes,  the  pay- 
ment of  which  has  not  been  so  extended. 


ARTICLE  FOUR. 

As  to  Securities  Pledged  Hereunder. 

Section  1. — While  not  in  default  in  respect  of  any 
covenant  in  said  notes  or  in  this  agreement  contained, 
the  Company  shall  be  entitled  to  receive  as  they  mature, 
the  coupons  and  interest  payable  upon  the  bonds  held  in 
pledge  hereunder. 

Section  2. — In  case  the  Company  shall  be  in  de- 
fault in  respect  of  any  covenant  in  said  notes  or  in 
this  agreement  contained,  the  Trustee,  upon  notice  of 
such  default  and  during  the  continuance  thereof,  in  addi- 
tion to  the  other  remedies  herein  provided,  shall  revoke 
any  assignments  or  other  orders  in  favor  of  the  Com- 
pany or  its  nominee  or  nominees  by  it  executed,  en- 
abling the  Company  to  receive  the  coupons  and  interest 
payable  upon  the  securities  pledged  hereunder,  and 


16 


may,  itself,  collect  and  receive  all  interest  represented 
thereby;  and  any  sums  so  collected  or  received  shall  be 
applicable,  after  deducting  therefrom  all  proper  charges, 
costs  and  expenses  of  the  Trustee,  to  the  payment  of  inter- 
est or  other  amounts  then  due  on  the  notes  secured  by  this 
agreement;  but  after  any  defaults  shall  have  been  made 
good  by  the  Company,  or  shall  have  been  waived  by  the 
holders  of  a majority  in  amount  of  the  notes  hereby 
secured  then  outstanding,  the  right  of  the  Company  to 
receive  such  coupons  and  interest  shall  revive  and  con- 
tinue as  though  such  default  had  not  taken  place. 

Section  3. — In  case  default  shall  be  made  in  the  pay- 
ment of  interest  on  any  of  the  First  Mortgage  Thirty- 
Year  Five  Per  Cent.  Gold  Bonds  of  Indiana  General 
Service  Company  at  any  time  pledged  hereunder  or  on 
any  bonds  then  secured  by  the  First  Mortgage  dated 
January  2,  1918  of  Indiana  General  Service  Company  to 
Guaranty  Trust  Company  of  New  York,  and  William 
C.  Cox,  as  Trustees,  or  in  case  of  any  default  under  the 
said  mortgage,  the  Trustee,  without  prejudice  to  its  right 
to  claim  a default  under  this  indenture  or  to  assert  any 
right  consequent  upon  such  default,  shall  have  and  may 
exercise  all  the  rights  of  a holder  of  such  bonds  for  the 
enforcement  thereof  or  of  the  security  therefor,  and  any 
proceeds  resulting  therefrom  shall  be  held  by  the  Trustee 
as  and  be  deemed  to  be  part  of  the  collateral  hereunder. 

Section  4. — The  Trustee  may,  but  shall  not  be  re- 
quired to,  cause  to  be  registered  iu  its  name  as  trustee, 
any  bonds  now  or  hereafter  pledged  with  it  hereunder. 

Section  5. — While  the  Company  is  not  in  default  in 
respect  of  any  covenant  in  said  notes  or  in  this  agree- 
ment contained,  the  Trustee,  upon  the  written  order  of 


17 


the  Company  signed  by  its  president  or  a vice-president 
under  the  corporate  seal  of  the  Company  attested  by  its 
secretary  or  an  assistant  secretary,  shall  release  from 
pledge  hereunder  and  redeliver  to  the  Company  any  of 
the  bonds  at  any  time  pledged  hereunder  with  all  unma- 
tured coupons  pertaining  thereto  upon  surrender  by  the 
Company  to  the  Trustee  for  cancellation  of  notes  thereto- 
fore issued  hereunder,  with  all  unmatured  coupons  per- 
taining thereto,  upon  the  basis  of  One  thousand  four 
hundred  and  twenty-eight  58/100  Dollars  ($1,428.58) 
principal  amount  of  pledged  bonds  to  be  delivered  by  the 
Trustee  to  the  Company  for  each  One  Thousand  Dollars 
($1,000)  principal  amount  of  notes  so  surrendered  to 
the  Trustee  by  the  Company  for  cancellation. 

The  Trustee,  upon  like  written  order  of  the  Company 
shall,  from  time  to  time,  release  from  pledge  hereunder 
and  redeliver  to  the  Company  any  of  the  bonds  at  any 
time  pledged  hereunder  with  all  unmatured  coupons 
pertaining  thereto,  upon  deposit  by  the  Company  with 
the  Trustee  of  cash  equal  to  seventy  per  centum  (70%) 
of  the  principal  amount  of  such  First  Mortgage  Thirty- 
Year  Five  Per  Cent.  Gold  Bonds  ordered  to  be  delivered; 
provided,  however,  that  the  cash  deposited  under  the 
provisions  of  this  Section  5 of  Article  Four  and  the  cash 
deposited  under  the  provisions  of  Section  4 of  Article 
One  held  at  any  one  time  by  the  Trustee  shall  not  exceed 
in  the  aggregate  One  Million  Dollars  ($1,000,000).  All 
sums  deposited  under  the  provisions  of  this  Section  5 
may  be  applied  to  the  redemption  of  notes  under  the  pro- 
visions of  Article  Five  hereof  if  the  Company  shall  so 
direct,  and  if  the  pledged  bonds  shall  be  sold  under  the 
power  of  sale  herein  provided  or  otherwise  for  the  en- 
forcement of  the  security  hereby  created,  all  sums  then 
remaining  on  deposit  under  the  provisions  of  this  Section 


18 


5 shall  be  added  to  and  dealt  with  as  if  they  were  part 
of  the  proceeds  of  such  sale. 

ARTICLE  FIVE. 

Redemption  of  Notes. 

The  Company  shall  have  the  right  to  call  and  redeem 
at  any  time  all,  and  from  time  to  time  any  part  not  less 
than  five  hundred  thousand  dollars  ($500,000)  principal 
amount  at  any  one  time,  of  the  said  notes  issued  here- 
under and  secured  hereby  and  then  outstanding,  by  pay- 
ing therefor  100y2%  of  the  principal  amount  thereof  and 
all  accrued  interest  thereon  to  date  of  redemption. 

In  case  the  Company  elects  so  to  call  and  redeem 
the  said  notes  it  shall  give  written  notice  to  the  Trustee, 
specifying  the  date  of  redemption  and  the  principal 
amount  of  the  notes  then  to  be  called  and  redeemed.  In 
case  the  Company  at  any  time  elects  to  call  a part  but 
not  all  of  the  notes  outstanding  the  notes  to  be  called 
shall  be  determined  by  the  Trustee  by  lot  in  such  manner 
as  to  the  Trustee  may  seem  advisable,  and  the  serial 
numbers  thereof  shall  be  certified  to  the  Company. 

Notice  of  redemption  of  the  notes,  which  shall  state 
the  serial  numbers  of  the  notes  called,  if  less  than  all, 
and  the  date  and  place  of  payment,  shall  be  published  by 
the  Company  at  least  once  a week  for  six  successive 
calendar  weeks  in  a newspaper  of  general  circulation  pub- 
lished in  the  Borough  of  Manhattan,  City  of  New  York, 
and  in  a newspaper  of  general  circulation  published  in  the 
City  of  Chicago,  the  last  publication  of  such  notice  to  be 
not  more  than  ten  (10)  nor  less  than  two  (2)  days  prior 
to  the  date  of  redemption  fixed  by  said  notice;  and  a copy 
of  such  notice  shall  be  mailed  at  least  forty-two  days 
prior  to  the  date  fixed  for  redemption  to  each  registered 
owner  of  notes  secured  hereby  at  the  address  of  such 


19 


registered  owner  as  the  same  shall  appear  on  the  books  of 
the  Company. 

The  Company  covenants  and  agrees  to  deposit  with 
the  Trustee  not  less  than  two  days  prior  to  the  redemp- 
tion day  a sufficient  amount  of  money  to  redeem  the 
notes  called  on  such  day,  provided,  however,  that  the 
Trustee,  upon  the  written  order  of  the  Company,  signed 
by  its  President  or  a Vice-President,  shall  apply  any 
sums  on  deposit  with  it  under  the  provisions  of  Section 
4 of  Article  One  or  Section  5 of  Article  Four  hereof, 
as  if  the  same  had  been  deposited  under  the  provisions  of 
this  Article  Five  and,  to  the  extent  of  such  applications, 
the  amounts  required  to  be  deposited  under  the  provisions 
of  this  Article  Five  shall  be  reduced.  If  the  amount 
necessary  to  redeem  the  called  notes  shall  have  been  so 
deposited  with  the  Trustee  for  the  account  of  the  holder 
or  holders  of  such  notes,  and  the  notice  hereinbefore 
mentioned  shall  have  been  duly  given  and  published,  and 
proof,  by  affidavit,  of  the  proper  giving  and  publishing  of 
such  notice  lodged  with  the  Trustee  prior  to  such  redemp- 
tion date,  the  notes  called  shall  be  due  and  payable  on 
the  date  so  specified  for  redemption,  and  the  Company 
and  the  Trustee  shall  be  privileged  to  consider  them 
redeemed  from  the  holder  or  holders  thereof,  and  interest 
thereon  shall  cease  on  such  date,  and  coupons  thereof 
maturing  after  such  date  shall  be  void  and  thereafter 
said  notes  shall  not  be  entitled  to  any  benefit  of  or  from 
this  agreement,  but  shall  be  entitled  solely  to  payment 
out  of  said  moneys  held  for  their  redemption  by  the 
Trustee.  Upon  the  surrender  of  any  such  note  to  the 
Trustee  on  or  after  such  date  the  holder  thereof  shall  be 
entitled  to  receive  from  the  Trustee,  out  of  the  moneys 
so  deposited,  the  interest  thereon  accrued  to  the  date  so 
prescribed  for  payment  and  the  principal  amount  of  and 
premium  on  the  said  note. 


20 


If  less  than  all  the  notes  are  called  and  paid,  or  called 
and  their  payment  provided  for  as  herein  specified,  then 
the  Trustee,  upon  the  written  order  of  the  Company 
signed  by  its  president  or  a vice-president  under  the 
corporate  seal  of  the  Company  attested  by  its  secretary 
or  an  assistant  secretary,  without  further  action  on  the 
part  of  the  Company,  shall  release  from  the  pledge  here- 
under and  redeliver  to  the  Company  First  Mortgage 
Thirty-Year  Five  Per  Cent.  Gold  Bonds  of  Indiana  Gen- 
eral Service  Company  deposited  with  it  and  pledged 
hereunder  upon  the  basis  of  One  thousand  four  hundred 
and  twenty-eight  dollars  ($1,428.58)  principal 
amount  of  pledged  bonds  to  be  delivered  by  the  Trustee 
to  the  Company  for  each  One  thousand  dollars  ($1,000) 
principal  amount  of  notes  paid  and/or  of  notes  the  pay- 
ment of  which  is  so  provided  for,  but  only  in  so  far  as 
such  notes  have  been  paid  or  payment  thereof  provided 
for  with  moneys  other  than  moneys  on  deposit  with  the 
Trustee  under  the  provisions  of  Section  4 of  Article  One 
or  Section  5 of  Article  Four  of  this  agreement.  All  notes 
so  redeemed  shall  be  forthwith  cancelled  by  the  Trustee. 

ARTICLE  SIX. 

Conversion  of  Notes. 

The  Company  covenants  and  agrees  that: 

The  several  notes  issued  hereunder  shall  be  converti- 
ble into  First  Mortgage  Thirty-Year  Five  Per  Cent.  Gold 
Bonds  of  Indiana  General  Service  Company  of  the  issue 
hereinbefore  mentioned  at  the  following  rates,  viz. : 
During  the  period  from  March  1,  1918,  to  March  1,  1919, 
at  the  rate  of  $1,000  in  notes  for  each  $1,159  of  bonds; 
during  the  period  from  March  1,  1919,  to  March  1,  1920, 
at  the  rate  of  $1,000  in  notes  for  each  $1,137  of  bonds, 
and  during  the  period  from  March  1,  1920,  to  March  1, 


21 


1921,  at  the  rate  of  $1,000  in  notes  for  each  $1,114  of 
bonds;  with  adjustment  with  respect  to  interest;  that  is 
to  say,  any  holder  of  any  of  said  notes  may  at  any  time 
surrender  any  note  or  notes,  with  all  unmatured  coupons 
attached,  to  the  Company  at  its  office  in  the  Borough  of 
Manhattan,  City  of  New  York  and  thereupon  without  ex- 
pense to  him  shall  receive  from  the  Company  bonds  of 
Indiana  General  Service  Company  at  the  rate  above  pro- 
vided for  the  then  current  period ; provided,  however,  that 
no  bonds  of  denominations  less  than  $100  will  be  deliv- 
ered on  conversion,  but  a noteholder  who  would  be  en- 
titled as  aforesaid  to  a fractional  bond  may  receive  a full 
bond  upon  paying  to  the  Company  in  cash  for  the  addi- 
tional fractional  bond  required  to  make  up  a full  bond  at 
the  conversion  rate  obtaining  at  the  time ; that  is  to  say, 
at  the  rate  of  $86.25,  $88,  or  $89.75,  as  the  case  may  be, 
per  $100  bond.  Upon  any  such  conversion  the  noteholder 
shall  be  entitled  to  receive  from  the  Company  interest 
upon  the  converted  notes  and  the  Company  shall  be  en- 
titled to  receive  from  the  noteholder  interest  upon  the 
bonds  delivered  to  the  noteholder  from  the  date  of  the 
last  preceding  payment  of  interest  upon  the  notes  or  the 
bonds  as  the  case  may  be  to  the  date  of  conversion. 

The  right  of  conversion  as  to  any  notes  called  for  re- 
demption shall  continue  until  ten  days  before  the  date 
fixed  for  redemption  by  notice  as  hereinbefore  provided 
when  it  shall  cease. 

ARTICLE  SEVEN. 

Remedies  of  Trustee  and  Noteholders. 

Section  1. — (a)  If  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  note  hereby  secured  and  shall 
continue  for  thirty  (30)  days,  or  (&)  if  a receiver  for  the 
Company  or  of  its  property  shall  be  appointed  and  such 


22 


appointment  shall  not  have  been  set  aside  or  vacated 
within  thirty  (30)  days,  or  (c)  if  default  shall  be  made 
in  the  payment  of  any  interest  on  any  of  the  bonds  at  any 
time  secured  by  the  First  Mortgage  of  Indiana  General 
Service  Company  dated  January  2,  1918,  other  than  the 
bonds  pledged  hereunder,  and  shall  continue  for  ninety 
(90)  days,  or  ( d ) if  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  bonds  secured  or  purporting 
to  be  secured  by  a mortgage  or  mortgages  on  the  prop- 
erty or  any  part  thereof  embraced  or  purporting  to  be 
embraced  in  the  First  Mortgage  of  Indiana  General 
Service  Company  dated  January  2,  1918,  and  shall  con- 
tinue for  ninety  (90)  days,  or  (c)  if  a receiver  for  Indi- 
ana General  Service  Company  or  of  its  property  shall  be 
appointed,  and  such  appointment  shall  remain  unvacated 
for  sixty  (GO)  days,  or  (/)  if  any  default  except  in  pay- 
ment of  principal  shall  be  made  hereunder  by  the  Com- 
pany in  any  other  of  the  covenants,  agreements,  or  con- 
ditions on  its  part  herein  contained,  and  such  last  men- 
tioned default  shall  continue  for  thirty  (30)  days  after 
notice  to  it  from  the  Trustee,  then  and  in  any  such 
event  (herein  sometimes  termed  an  event  of  default)  the 
Trustee  may,  and  upon  the  request  of  the  holders  of 
fifteen  per  centum  (15%)  in  principal  amount  of  the 
notes  then  outstanding  hereunder  shall,  by  notice  in 
writing  delivered  to  the  Company,  declare  the  entire 
principal  sum  of  the  notes  secured  hereby  and  the  inter- 
est accrued  thereon  immediately  due  and  payable,  and 
the  said  entire  principal  and  interest  shall  thereupon 
become  and  be  immediately  due  and  payable;  subject, 
however,  to  the  right  of  the  holders  of  a majority  in  prin- 
cipal amount  of  said  notes  by  written  notice  to  the  Trus- 
tee and  to  the  Company  to  annul  such  declaration  and 
destroy  its  effect  at  any  time  before  any  sale  hereunder, 
if  before  any  such  sale  all  agreements  with  respect 


23 


to  which  default  shall  have  been  made  shall  be  fully 
performed  and  the  principal  amount  of  all  notes  which 
have  become  due  and  payable  by  maturity  and  all 
arrears  of  interest  on  all  notes  outstanding  hereunder  and 
the  reasonable  expenses  and  charges  of  the  Trustee,  its 
agents  and  attorneys,  and  all  other  indebtedness  secured 
hereby,  except  the  principal  of  the  notes  which  have  not 
then  become  due  and  payable  by  maturity  and  interest 
accrued  since  the  last  interest  day,  shall  be  paid,  or  the 
amount  thereof  shall  be  paid  to  the  Trustee  for  the  benefit 
of  those  entitled  thereto. 

Section  2. — (a)  If  default  shall  be  made  in  the  pay- 
ment of  the  principal  of  any  of  the  said  notes  when  the 
same  shall  mature,  or  (5)  if  default  shall  be  made  in  the 
payment  of  any  interest  on  any  note  hereby  secured  and 
shall  continue  for  thirty  (30)  days,  or  (c)  if  a receiver 
for  the  Company  or  of  its  property  shall  be  appointed  and 
such  appointment  shall  not  have  been  set  aside  or  vacated 
within  thirty  (30)  days,  or  ( d ) if  default  shall  be  made 
in  the  payment  of  any  interest  on  any  of  the  bonds  at  any 
time  secured  by  the  First  Mortgage  of  Indiana  General 
Service  Company  dated  January  2,  1918,  other  than  the 
bonds  pledged  hereunder,  and  shall  continue  for  ninety 
(90)  days,  or  ( e ) if  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  bonds  secured  or  purporting 
to  be  secured  by  a mortgage  or  mortgages  on  the’ prop- 
erty or  any  part  thereof  embraced  or  purporting  to  be 
embraced  in  the  First  Mortgage  of  Indiana  General 
Service  Company  dated  January  2,  1918,  and  shall  con- 
tinue for  ninety  (90)  days,  or  (/)  if  a receiver  for 
Indiana  General  Service  Company  or  of  its  property 
shall  be  appointed  and  such  appointment  shall  remain 
unvacated  for  sixty  (60)  days,  or  (g)  if  any  default  shall 
be  made  hereunder  by  the  Company  in  any  other  of  the 


24 


covenants,  agreements,  or  conditions  on  its  part  herein 
contained,  and  such  last  mentioned  default  shall  continue 
for  thirty  (30)  days  after  notice  to  it  from  the  Trustee, 
then  and  in  any  such  event,  the  Trustee  shall  be  entitled, 
without  previous  demand  upon  the  Company,  and  with- 
out any  notice  except  as  hereinafter  provided,  to  sell  the 
securities  pledged  to  it  hereunder,  either  at  public  or 
private  sale,  in  its  own  discretion,  and  upon  any  such  sale 
the  Trustee  shall  have  the  right  to  assign,  transfer  and 
deliver  said  securities  to  the  purchaser.  The  Trustee 
shall  give,  as  hereinafter  specified,  to  the  Company  writ- 
ten notice  of  its  intention  to  make  any  such  sale.  Such 
notice  in  case  of  sale  at  public  auction  shall  state  the 
time  and  place  fixed  for  such  sale,  and  in  case  of  sale 
at  broker's  board  shall  state  the  board  at  which  said  sale 
is  to  be  made  and  the  day  on  which  the  collateral  will 
first  be  offered  for  sale  at  said  board. 

Notice  shall  be  deemed  sufficiently  given  if  mailed, 
at  least  ten  days  before  the  date  of  sale,  in  a post- 
paid wrapper,  addressed  to  the  Company  at  30 
Church  Street,  New  York,  N.  Y.,  or  at  such  other 
address  as  the  Company  may  have  given  to  the  Trustee 
for  the  purpose.  The  Trustee  shall  not,  however,  be 
obliged  to  make  any  sale  pursuant  to  such  notice.  The 
Trustee  may  adjourn  any  public  sale  or  cause  the  same 
to  be  adjourned  from  time  to  time  without  notice  or  pub- 
lication, and  such  sale  may  be  made  at  the  time  and  place 
to  which  the  same  may  be  so  adjourned.  At  any  such 
public  sale  the  Trustee  or  any  of  the  noteholders  or  its 
or  their  agents  or  assigns  may  bid  for  and  purchase  the 
securities  pledged  hereunder,  or  any  part  thereof,  and 
upon  compliance  with  the  terms  of  sale  may  hold,  retain 
and  dispose  of  the  securities  purchased  without  further 
accountability. 


25 


Upon  any  sale  had  hereunder,  whether  pursuant  to  the 
exercise  of  the  power  of  sale  herein  granted  to  the  Trustee 
or  by  virtue  of  judicial  proceedings  for  the  enforcement  of 
the  lien  hereof,  any  purchaser,  for  the  purpose  of  making 
settlement  or  payment  of  the  purchase  price,  shall  be 
entitled  to  turn  in  any  of  the  said  notes  and  any  matured 
and  unpaid  coupons  and  shall  be  credited  on  account  of 
the  purchase  price  with  the  sums  payable  out  of  the  net 
proceeds  of  such  sale  to  the  holder  of  such  notes  and 
coupons  as  his  ratable  share  of  such  net  proceeds. 

The  Trustee,  however,  instead  of  exercising  the  power 
of  sale  herein  conferred  upon  it,  shall  at  the  request  in 
writing  of  the  holders  of  twenty-five  per  cent,  in  principal 
amount  of  said  notes  then  outstanding  and  upon  being 
indemnified  to  its  satisfaction,  or  on  its  own  motion  may, 
proceed  by  a suit  or  suits  at  law  or  in  equity,  as  the  Trus- 
tee may  be  advised  by  counsel,  to  enforce  the  payment 
of  said  notes,  and  to  foreclose  this  trust  agreement  and 
sell  the  securities  constituting  the  trust  estate  under  the 
judgment  or  decree  of  a court  or  courts  of  competent 
jurisdiction. 

Section  3. — In  the  event  of  any  default  hereunder  on 
the  part  of  the  Company  the  Trustee  shall  be  entitled, 
in  its  own  name  and  as  the  trustee  of  an  express  trust, 
to  enforce  the  payment  of  said  notes  and  coupons  and 
of  any  and  all  deficiencies,  or  amounts  remaining  due 
and  unpaid,  upon  any  or  all  of  the  said  notes  and  coupons 
outstanding,  or  any  portion  of  indebtedness  on  said  notes 
and  coupons  remaining  due  and  unpaid,  with  interest. 

Section  4. — Upon  the  making  of  any  sale  of  the  secur- 
ities pledged  hereunder,  or  in  case  the  said  securities  shall 
be  sold  and  the  security  hereby  created  for  the  benefit  of 
the  noteholders  be  enforced  pursuant  to  judicial  proceed- 


26 


ings,  then  and  in  such  event,  the  principal  of  all  of  said 
notes  which  shall  have  been  issued  and  shall  then  be  out- 
standing hereunder,  if  not  at  the  time  due  and  payable, 
shall  forthwith  become  due  and  payable  with  the  interest 
then  accrued  and  unpaid,  anything  in  said  notes  or  in 
this  agreement  to  the  contrary  notwithstanding. 

Section  5. — No  remedy  by  the  terms  of  this  agree- 
ment conferred  upon  or  reserved  by  the  Trustee  ( or  note- 
holders) is  intended  to  be  exclusive  of  any  other  remedy, 
but  each  and  every  such  remedy  shall  be  cumulative  and 
shall  be  in  addition  to  any  other  remedy  given  hereunder 
or  now  or  hereafter  existing  at  law  or  in  equity.  No  note- 
holder or  noteholders  shall  be  entitled  to  take  any  such 
proceedings  as  are  authorized  by  this  Article  Seven  to  be 
taken  by  the  Trustee  except  in  case  of  refusal  or  neglect 
of  the  Trustee  to  act  after  request  by  the  holders  of  fifteen 
per  centum  (15%)  in  principal  amount  of  notes  out- 
standing hereunder  and  tender  to  it  by  such  noteholders 
of  satisfactory  indemnity. 

Section  6. — The  proceeds  of  any  sale  made  by  the 
Trustee  hereunder,  or  pursuant  to  judicial  proceedings, 
shall  be  applied  as  follows : 

First. — To  the  payment  of  the  costs  and  expenses  of 
such  sale,  including  a reasonable  compensation  to  the 
Trustee,  its  agents,  attorneys  and  counsel,  and  all  ex- 
penses, liabilities  and  advances  made  or  incurred  by  the 
Trustee  in  connection  therewith. 

Second. — To  the  payment  of  the  whole  amount  of 
principal  and  interest  which  shall  then  be  due  and  unpaid 
on  said  notes,  together  with  interest  on  overdue  instal- 
ments of  interest  at  the  rate  of  six  per  centum  (6%)  per 
annum,  and  in  case  of  the  insufficiency  of  such  proceeds  to 


27 


pay  in  full  the  whole  amount  of  such  principal  and  inter- 
est, then  to  the  payment  of  such  principal  and  interest 
pro  rata,  without  preference  or  priority  of  any  one  note 
over  another,  or  of  principal  over  interest,  or  interest 
over  principal,  but  ratably  to  the  aggregate  amount  of 
such  principal  and  interest  then  accrued  and  unpaid; 
subject,  however,  to  the  provisions  of  Section  4 of  Article 
Three  of  this  agreement. 

Third. — Any  surplus  then  remaining  from  the  pro- 
ceeds of  the  sale  of  said  securities  shall  be  paid  to  the 
Company. 


ARTICLE  EIGHT. 

Immunity  of  Officers  and  Directors. 

No  recourse  under  or  upon  any  obligation,  covenant 
or  agreement  herein  contained  or  contained  in  any  of  the 
notes  or  coupons  issued  hereunder  shall  be  had  against 
any  incorporator,  or  any  past,  present  or  future  stock- 
holder, officer,  or  director  of  the  Company,  or  of 
any  successor  company,  either  directly  or  through  the 
Company,  by  the  enforcement  of  any  assessment,  or  by 
any  legal  or  equitable  proceedings  by  virtue  of  any 
statute  or  otherwise ; it  being  expressly  agreed  and  under- 
stood that  this  agreement  and  the  obligations  hereby 
secured  are  solely  corporate  obligations  and  that  no  per- 
sonal liability  whatever  does  or  shall  attach  to,  or  be  in- 
curred by,  the  incorporators,  or  any  past,  present,  or 
future  stockholder,  officer,  or  director  of  the  Company, 
or  any  of  them,  under  or  by  reason  of  any  of  the 
obligations,  covenants  or  agreements  herein  contained, 
or  contained  in  any  of  the  said  notes  or  coupons,  or  im- 
plied therefrom,  and  that  any  and  all  personal  liability 
of  every  name  and  nature  either  at  common  law  or  in 
equity  or  by  statute  or  constitution  of  every  such  incor- 


28 


porator,  stockholder,  officer,  or  director,  is  hereby  ex- 
pressly released  as  a condition  of,  and  consideration  for, 
the  execution  and  issue  of  this  agreeement  and  such  notes 
and  coupons. 


ARTICLE  NINE. 

Satisfaction  of  the  Pledge. 

If,  when  the  notes  hereby  secured  shall  have  become 
due  and  payable,  either  by  maturity,  declaration,  or  call 
for  redemption,  the  Company  shall  well  and  truly  pay 
or  cause  to  he  paid  the  whole  amount  of  the  principal 
and  interest  due  upon  all  of  the  notes  hereby  secured 
then  outstanding,  or  shall  provide  for  such  payment  by 
depositing  with  the  Trustee  for  the  payment  such  prin- 
cipal and  interest  thereon  the  entire  amount  due  for  prin- 
cipal and  interest,  or  said  entire  amount  of  principal  and 
interest  shall  be  otherwise  paid  and  discharged,  and  the 
Company  shall  also  pay  or  cause  to  he  paid  all  other 
sums  payable  hereunder  by  it  to  the  Trustee  and  to 
the  holders  of  the  notes  and  coupons,  then  and  in  any 
such  case  the  estate,  right,  title  and  interest  of  the  Trus- 
tee in  and  to  the  securities  pledged  hereunder  shall  there- 
upon cease,  determine  and  become  void  and  the  Trustee 
shall  in  any  such  case,  at  the  cost  and  expense  of  the  Com- 
pany, cancel  this  agreement,  and  on  the  demand  of  the 
Company  transfer  and  deliver  to  it  all  the  securities  and 
any  sums  of  money  then  held  under  this  agreement  other 
than  money  held  for  the  payment  of  notes  or  coupons. 

ARTICLE  TEN. 

Concerning  the  Trustee. 

Section  1. — The  Trustee  shall  not  be  answerable  for 
the  default  or  misconduct  of  any  agent  or  attorney  ap- 
pointed by  it  in  pursuance  hereof,  if  such  agent  or 


29 


attorney  shall  have  been  selected  with  reasonable  care; 
nor  for  anything  whatever  in  connection  with  this  trust, 
except  its  own  wilful  misconduct  or  gross  negligence. 
The  Trustee  shall  not  be  responsible  for  the  recitals 
herein  or  in  said  notes  contained,  nor  shall  it  be  con- 
cerned with  or  accountable  for  the  use  or  appropriation 
by  the  Company  of  the  said  notes  or  the  proceeds  thereof. 
The  Trustee  shall  be  reimbursed  and  indemnified  by  the 
Company  against  any  liability  or  damages  it  may  sustain 
or  incur  in  the  premises.  The  Trustee  shall  be  protected 
in  any  action  taken  by  it  upon  any  notice,  resolution, 
vote,  request,  consent,  certificate,  affidavit,  statement, 
note,  conpon  or  other  paper  or  document  believed  by  it 
to  be  genuine  and  to  have  been  signed  by  the  proper 
parties.  The  Trustee  shall  have  no  responsibility  for 
the  validity  of  this  instrument  or  for  the  validity  of 
the  execution  or  acknowledgment  hereof,  or  of  any  of 
said  notes,  by  the  Company.  The  Trustee  makes  no  repre- 
sentation as  to  the  sufficiency  of  the  security  purported 
to  be  created  hereby  for  the  benefit  of  the  notes  and 
coupons  issued  or  to  issued  hereunder. 

Section  2. — The  Trustee  shall  not  be  under  any  obli- 
gation to  take  any  action  towards  the  execution  or  en- 
forcement of  the  trust  hereby  created  which,  in  its  opinion, 
shall  be  likely  to  involve  it  in  expense  or  liability,  unless 
one  or  more  of  the  holders  of  the  said  notes,  hereby 
secured,  shall,  as  often  as  required  by  the  Trustee,  furnish 
to  it  indemnity  satisfactory  to  it  against  any  such  expense 
or  liability.  The  Trustee  shall  not  be  required  to  take 
notice  or  be  deemed  to  have  notice  of  any  event  creating 
or  constituting  a default  hereunder  or  a default  under  the 
mortgage  or  mortgages  securing  the  bonds  pledged  or  to 
be  pledged  hereunder  unless  it  shall  have  been  specifically 
notified  of  such  default  in  writing  by  the  holders  of  five 


30 


per  cent.  (5%)  in  principal  amount  of  the  notes  at  the 
time  outstanding  hereunder. 

Section  3. — Any  request,  notice  or  direction  to  the 
Trustee  by  the  Company,  except  as  elsewhere  in  this 
agreement  otherwise  provided,  shall  be  evidenced  by  a 
copy  of  a resolution  of  the  board  of  directors  of  the  Com- 
pany, certified  by  its  secretary  or  an  assistant  secretary 
under  its  corporate  seal.  In  any  case  where  the  Trustee 
may  require  evidence  preparatory  to  taking  or  refraining 
from  taking  any  action  under  this  agreement  at  the  re- 
quest or  direction  of  the  Company,  or  otherwise,  the 
Trustee  may,  except  where  herein  otherwise  provided, 
accept  the  certificate  of  the  president  or  a vice-president 
and  the  secretary  or  an  assistant  secretary  of  the  Com- 
pany as  conclusive  evidence  of  any  pertinent  fact;  and 
such  certificate  shall  be  full  protection  to  the  Trustee 
for  any  action  taken  or  omitted  by  it  in  reliance  upon  the 
faith  thereof. 

Section  4. — The  Trustee  may,  in  its  discretion,  ad- 
vise with  counsel  to  be  selected  and  employed  by  it  at 
the  expense  of  the  Company,  and  anything  done  or 
suffered  in  good  faith  by  the  Trustee  in  accordance  with 
the  opinion  of  counsel  shall  be  conclusive  in  favor  of 
the  Trustee  and  binding  upon  the  Company  and  on  all 
holders  of  notes  hereby  secured. 

Section  5. — The  Trustee  shall  be  entitled  to  reason- 
able compensation  (which  shall  not  be  limited  by  any 
law  in  relation  to  the  compensation  of  trustees  of  an 
express  trust)  for  all  services  rendered  by  it  in  the  execu- 
tion of  the  trust  hereby  created,  which  compensation,  as 
well  as  all  reasonable  expenses,  including  counsel  fees, 
the  Company  agrees  to  pay. 


31 


Section  6. — The  Company  covenants  that  upon  de- 
mand of  the  Trustee,  it  forthwith  will  pay  all  com- 
pensation of  and  expenditures  incurred  by  the  Trustee 
under  any  of  the  provisions  of  this  agreement,  and  the 
Trustee  shall  have  a lien  under  this  agreement,  pref- 
erential to  the  notes  hereby  secured,  upon  all  property 
acquired  or  held  by  said  Trustee  under  and  according  to 
the  terms  of  this  agreement  for  all  the  expenditures  and 
compensation  aforesaid. 

Section  7.-r-The  Trustee  may  acquire  or  hold  notes 
and  coupons  hereby  secured  with  the  same  right  which  it 
would  have  if  it  were  not  Trustee. 

Section  8. — The  Trustee  shall  allow  upon  any  money 
which  it  may  at  any  time  receive  or  hold  under  any  of 
the  provisions  of  this  agreement  interest  at  such  rates  as 
it  allows  at  the  same  time  upon  other  deposits  of  similar 
character,  and  such  interest  shall  be  paid  to  the  Company 
while  not  in  default  hereunder. 

Section  9. — The  Trustee  may  resign  the  trust  hereby 
created  and  become  and  remain  wholly  discharged  from 
all  further  duty  or  responsibility  thereunder,  upon  giving 
thirty  (30)  days’  notice  in  writing  to  the  Company  or 
any  officer  thereof,  or  such  shorter  notice  as  the  Com- 
pany may  accept  as  sufficient.  Service  of  such  notice  by 
mail,  addressed  to  the  Company,  at  30  Church  Street, 
New  York,  N.  Y.,  shall  be  sufficient  service  thereof. 

Section  10. — The  Trustee  may  be  removed  at  any  time 
by  an  instrument  or  concurrent  instruments  in  writing 
delivered  to  the  Trustee  and  the  Company,  and  signed 
by  the  holders  of  a majority  in  amount  of  the  notes  hereby 
secured  and  then  outstanding. 


32 


Section  11. — In  case  at  any  time  the  Trustee  or  any 
trustee  or  trustees  hereafter  appointed,  shall  resign  or 
shall  he  removed  or  be  dissolved  or  otherwise  shall  be- 
come incapable  of  acting,  a successor  may  be  appointed 
by  the  holders  of  a majority  in  amount  of  the  notes  hereby 
secured  and  then  outstanding,  by  an  instrument  or  con- 
current instruments  in  writing,  signed  by  such  note- 
holders or  by  their  attorneys  in  fact  duly  authorized ; pro- 
vided, nevertheless,  and  it  is  hereby  agreed  and  declared, 
that  in  case  at  any  time  there  shall  be  a vacancy  in  the 
office  of  trustee  hereunder,  the  Company  by  instrument 
executed  by  order  of  its  board  of  directors  may  appoint 
a trustee  to  fill  such  vacancy  until  a new  trustee  shall 
be  appointed  by  the  noteholders  as  herein  authorized. 
The  Company  shall  publish  notice  of  any  such  appoint- 
ment by  it  made  once  in  each  week  for  two  consecutive 
weeks  in  a daily  newspaper  of  general  circulation  pub- 
lished in  the  Borough  ‘ of  Manhattan,  City  of  New 
York,  and  in  a daily  newspaper  of  general  circula- 
tion published  in  the  City  of  Chicago.  Any  new 
trustee  appointed  by  the  Company  shall  immediately 
and  without  further  act  be  superseded  by  a trustee 
appointed  by  the  noteholders  in  the  manner  above  speci- 
fied, provided  that  such  appointment  be  made  prior 
to  the  expiration  of  six  months  from  the  date  of  the  first 
publication  of  such  notice.  Every  such  trustee  appointed 
by  the  noteholders  or  by  the  Company  shall  always  be 
a trust  company  in  good  standing  having  a capital,  sur- 
plus and  undivided  profits  aggregating  not  less  than  three 
million  dollars,  if  there  be  such  a trust  company  willing 
and  able  to  accept  the  trust  upon  reasonable  or  customary 
terms. 

Any  new  trustee  appointed  hereunder  shall  execute, 
acknowledge  and  deliver  to  the  trustee  last  in  office,  and 
to  the  Company,  an  instrument  accepting  such  appoint- 
ment hereunder;  and  thereupon  such  new  trustee  with- 


33 


out  any  further  act,  deed,  or  conveyance  shall  become 
fully  vested  with  all  the  securities,  properties,  rights, 
powers,  trusts,  duties,  and  obligations  of  its  predecessor 
in  trust  hereunder  with  like  effect  as  if  originally  named 
as  trustee  herein;  but  the  trustee  ceasing  to  act  shall 
nevertheless  on  the  written  request  of  the  Company  or 
of  the  new  trustee  and  at  the  cost  and  expense  of  the 
Company,  execute  any  and  every  instrument  necessary 
or  convenient  to  transfer  to  such  new  trustee,  upon  the 
trusts  herein  expressed,  all  the  securities,  properties, 
rights,  powers  and  trusts  of  the  trustee  ceasing  to  act, 
and  shall  duly  assign,  transfer  and  deliver  all  securities, 
property  and  moneys  held  by  such  trustee  to  the  new 
trustee,  and  the  delivery  by  such  trustee  so  ceasing  to 
act  to  such  new  trustee  of  all  securities,  property  and 
moneys  held  by  it  under  this  agreement  shall  fully  relieve 
and  discharge  the  trustee  so  ceasing  to  act  from  all  lia- 
bility or  responsibility  therefor  either  to  the  Company 
or  to  the  holder  of  any  notes  or  coupons  secured  hereby. 

Section  12. — Any  demand,  request,  assent  or  other 
instrument  provided  by  this  agreement  to  be  signed  and 
executed  by  noteholders  may  be  in  any  number  of  con- 
current instruments  of  similar  tenor  and  may  be  signed 
or  executed  by  such  noteholders,  in  person  or  by  agent 
appointed  in  writing.  Proof  of  the  execution  of  any  such 
demand,  request  or  other  instrument,  or  of  the  writing 
appointing  any  such  agent,  and  of  the  ownership  by  any 
person  of  coupon  notes  transferable  by  delivery,  shall  be 
sufficient  for  any  purpose  of  this  agreement,  and  shall  be 
conclusive  in  favor  of  the  Trustee  or  of  the  Company 
with  regard  to  any  action  taken  by  it  under  such  de- 
mand, request  or  other  instrument,  if  such  proof  be 
made  in  the  following  manner : 


34 


The  fact  and  date  of  the  execution  dv  any  person  of 
any  such  demand,  request  or  other  instrument  or  writing 
may  be  proved  by  the  certificate  of  any  notary  public 
or  other  officer  authorized  to  take  acknowledgments  of 
deeds,  that  the  person  signing  such  demand,  request  or 
other  instrument  acknowledged  the  execution  thereof, 
or  by  an  affidavit  of  a witness  of  such  execution. 

The  fact  of  the  holding  by  any  noteholder  of  any  notes 
transferable  by  delivery  and  the  amount  and  issue  num- 
ber of  such  notes,  and  the  date  of  holding  the  same,  may 
be  proved  by  a certificate  executed  by  any  trust  company, 
bank,  bankers,  or  other  depositary  wherever  situated, 
whose  certificate  may  be  taken  by  the  Trustee  to  be  satis- 
factory, showing  that  at  the  date  therein  mentioned  such 
person  had  on  deposit  with  such  depositary  the  notes  de- 
scribed in  such  certificate.  The  ownership  of  registered 
notes  shall  be  proved  by  the  books  of  registry  of  such 
notes. 


ARTICLE  ELEVEN. 

Miscellaneous. 

Nothing  in  this  agreement  expressed  or  mentioned, 
or  in  the  notes  issued  and  to  be  issued  hereunder,  or  to 
be  implied  therefrom,  is  intended  or  shall  be  construed 
to  give  to  any  person  or  corporation,  other  than  the  par- 
ties hereto  and  the  holders  of  notes  issued  under  and 
secured  by  this  agreement,  any  legal  or  equitable  right, 
remedy  or  claim  under  or  in  respect  of  this  agreement 
or  of  any  covenant,  condition  or  provision  therein  con- 
tained; all  such  covenants,  provisions  and  conditions  be- 
ing intended  to  be  and  being  for  the  sole  and  exclusive 
benefit  of  the  parties  hereto,  and  of  the'  holders  for  the 
time  being  of  the  notes  hereby  secured. 


35 


In  Witness  Whereof,  the  parties  hereto  have  caused 
these  presents  to  be  executed  by  their  respective  presi- 
dents or  vice-presidents  and  their  respective  corporate 
seals  to  be  hereto  attached,  attested  by  their  respective 
secretaries  or  assistant  secretaries  as  of  the  first  day  of 
March,  1918. 


Executed  in  duplicate. 


American  Gas  and  Electric  Company, 
By  B.  E.  Breed 

President. 


Attest : 

Frank  B.  Ball 
Secretary. 


[CORPORATE  SEAL] 


Signed,  Sealed  and  Delivered  by 

American  Gas  and  Electric  Company 


In  the  Presence  of: 
M.  F.  Millikan 
E.  M.  Cobb 


The  Northern  Trust  Company, 
By  Wm.  S.  Miller 

Vice-President. 


Attest : 

S.  C.  Stallwood 

Ass’t  Secretary. 


Signed,  Sealed  and  Delivered  by 

The  Northern  Trust  Company 


In  the  Presence  of : 

J.  Y.  Mitchell 
A.  V.  How. 

[corporate  seal] 


36 


State  of  New  York,  } . 

County  of  New  York.  } 

I,  Adrian  L.  Foley,  a Notary  Public,  do  hereby  cer- 
tify that  R.  E.  Breed  aud  Frank  B.  Ball,  personally 
known  to  me  to  be  the  same  persons  whose  names  are 
subscribed  to  the  foregoing  instrument  and  personally 
known  to  me  to  be  the  President  and  the  Secretary, 
respectively,  of  American  Gas  and  Electric  Company, 
appeared  before  me  this  day  in  person  and  acknowledged 
that  they  signed,  sealed  and  delivered  the  said  instru- 
ment as  their  free  and  voluntary  act  as  such  .President 
and  Secretary,  respectively,  and  as  the  free  and  volun- 
tary act  of  said  American  Gas  and  Electric  Company  for 
the  uses  and  purposes  therein  set  forth. 

Given  under  my  hand  and  Notarial  seal  this  23rd 
day  of  March,  1918. 

Adrian  L.  Foley 

[ notarial  seal]  Notary  Public 

New  York  County  Clerks  No.  299 
New  York  Register  No.  9245 
My  Commission  expires  March  30,  1919. 


State  of  Illinois,  \ 
County  of  Cook.  ) ‘ 


I,  Irving  M.  L.  Hanson,  a Notary  Public,  do  hereby 
certify  that  Wm.  S.  Miller  and  S.  C.  Stallwood,  person- 
ally known  to  me  to  be  the  same  persons  whose  names 
are  subscribed  to  the  foregoing  instrument  and  person- 
ally known  to  me  to  be  the  Vice-President  and  the  Asst. 
Secretary,  respectively,  of  The  Northern  Trust  Com- 
pany, appeared  before  me  this  day  in  person  and  acknowl- 
edged that  they  signed,  sealed  and  delivered  the  said 
instrument  as  their  free  and  voluntary  act  as  such  Vice- 
President  and  Asst.  Secretary,  respectively,  and  as  the 
free  and  voluntary  act  of  said  The  Northern  Trust  Com- 
pany for  the  uses  and  purposes  therein  set  forth. 


Given  under  my  hand  and  Notarial  seal  this  25th  day 
of  March,  1918. 


[NOTARIAL  SEAL] 


Irving  M.  L.  Hanson, 
Notary  Public. 
Comm,  expires  Sept.  28,  1918. 


B2720 


